ex10-11.htm


    
      

    


    Exhibit
10.11

    


    Industrial
Bank’s Short-term Loan Contract

    


    


    Xing Yin
Gong Ye—Yi Liu Zi

    Serial
No.: 20080002

    


    


    Lender:
Nanchang Branch, Industrial Bank

    Add:
_______________________________________

    Post
Code: ________________________ Telefax: ____________________

    Tel:
________________________ Fax: ____________________

    


    


    


    


    


    


    Borrower:
Guizhou Yixin Copper Co. Ltd.

    Add:
_______________________________________

    Post
Code: ________________________ Telefax: ____________________

    Tel:
________________________ Fax: ____________________

    


    


    


    


    


    


    Signed
in: Donghu District, Nanchang

    


    


    


    


    


    


    


    


    


    


    


    To meet
capital need for business, the Borrower applies to Lender for short-term loan,
and the Lender agrees to issue the loan to the Borrower. In order to clarify
responsibilities and duties and keep creditability, after negotiation in good
faith and subject related national laws and regulations, the Lender and Borrower
have formulated this Contract to regulate the both parties.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    


    Article
1 Sum Amount of Loan

    


    The
Lender agrees to issue the Borrower with loan amounting 15 million RMB (One
Hundred and Fifteen Million RMB).

    


    Article
2 Usage of Loan

    


    The loan
will be used for production and business.

    


    Article
3 Term of Loan

    


    
      	
              1.

            	
              The
      term of the loan is 11 (eleven) months from Jun. 27, 2008 as the date of
      beginning to May 27, 2009 as the date of
expiry.

            


    

    


    
      	
              2.

            	
              The
      date that the loan is paid shall be in accordance with the date recorded
      in the borrowing voucher. In the event the date on which the loan is paid
      is later than the date recorded on the borrowing voucher above, then the
      expiry of the term of loan will be delayed
  accordingly.

            


    

    


    
      	
              3.

            	
              The
      plan to use the loan is as the
following:

            


    

    


    ________
RMB on ____/____/____; ________ RMB on ____/____/____;

    ________
RMB on ____/____/____; ________ RMB on ____/____/____;

    ________
RMB on ____/____/____; ________ RMB on ____/____/____;

    


    The
lender will transfer the loan by times according to the amount and date
regulated above to the bank account designated by the Borrower.

    


    If the
loan is used through several times, the same date included in the first line
above will be the date of expiry.

    


    
      	
              4.

            	
              In
      the event the Lender recalls the loan according to Article 9 under this
      Contract, it shall be deemed that the date of expiry is advanced
      accordingly.

            


    

    


    Article
4 Loan Interest Rate and Manner of Interest Calculation

    


    
      	
              1.

            	
              After
      negotiation, the two parties agree to adopt B in
      the following as the standard of loan interest rate:

            
	 	
              A.  
      Fixed
      interest rate which will not be influenced by the change of interest rate
      made
      by the central bank, and the annual interest is _____
      %;

            
	 	 


    

    
    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

     

    
      
        	
                 
      

              	
                B.

              	
                The
      floating interest rate of type b below will be adopted,
      which will be adjusted according to the change of benchmarking interest
      rate of the same period and same type of loan made by the central
      bank:

              


      

    

    
      
        	
                 
      

              	
                a.

              	
                The
      interest rate will be adjusted every month. The annual interest rate will
      be ____% higher or ____% lower than the benchmarking interest rate of the
      same period and same type of loan launched by the central
      bank;

              


      

      
        	
                 
      

              	
                b.

              	
                The
      interest rate will be adjusted every three months. The annual interest
      rate will be ____% higher or ____% lower than the benchmarking interest
      rate of the same period and same type of loan launched by the central
      bank;

              


      

      
        	
                 
      

              	
                c.

              	
                The
      interest rate will be adjusted every six months. The annual interest rate
      will be ____% higher or ____% lower than the benchmarking interest rate of
      the same period and same type of loan launched by the central
      bank;

              


      

      
        	
                 
      

              	
                d.

              	
                The
      interest rate will be adjusted every twelve months. The annual interest
      rate will be ____% higher or ____% lower than the benchmarking interest
      rate of the same period and same type of loan launched by the central
      bank;

              


      

    

     

    
      
        	
                2.

              	
                After
      negotiation, the two parties to adopt B in the following as
      the manner of interest
calculation:

              


      

    

     

    
      
        	
                 
      

              	
                A.

              	
                The
      interest will be calculated every month, and the 20th
      day of each month will be the due date to pay the interest, on which the
      Borrower shall pay the interest to the Lender every month and discharge
      the residual interest on the date of
expiry.

              


      

      
        	
                 
      

              	
                B.

              	
                The
      interest will be calculated every three months, and the 20th
      day of the last month of each quarter will be the due date to pay the
      interest, on which the Borrower shall pay the interest to the Lender and
      discharge the residual interest on the date of
  expiry.

              


      

      
        	
                 
      

              	
                C.

              	
                The
      Borrower shall discharge all the interest on the date of
      expiry.

              
	 	D. 	Other
      manner(s):
    _________________________________________________. 


      

    

     

    Article
5 Penalty and Compound Interest

    


    
      	
              1.

            	
              In
      case the Borrower fails to use the loan according to the usage regulated
      under the Contract, or fails to settlement repayment and fails to reach
      agreement with the Lender on moratorium (which means the Borrower’s
      default to repay on time), then the Lender has the right to charge for
      penalty according to the rate of penalty regulated under the Contract on
      the loan misused or delayed to be paid. In case the Borrower fails to pay
      the interest due, the Lender has the right to charge compound interest
      according to the rate of penalty regulated under the
    Contract.

            


    

    


    
      	
              2.

            	
              In
      case the Borrower fails to repay on time or fails to draw agreement with
      the Lender on moratorium, it shall be deemed as the Borrower’s default to
      the Contract as payment delay, and the Borrower shall pay the Lender of
      penalty according to the rate in B
  below:

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
      	
               

            


    

     

    
      	
              
                A.    
      If the fixed rate is adopted as the interest rate of the
      loan, the penalty and compound interest of the delayed period will be
      charged according to a fixed rate also, which is ___% higher than the
      interest rate of the 

                         loan;

              

            
	
              B.    
      If
      the floating rate is adopted as the interest rate of the loan, the penalty
      and compound interest of the delayed period will be charged according to a
      flowing rate also, which is 50% higher than the interest rate of
      

                      the
      loan, and the floating period during the delayed period is still the
      same.

            


    

    
    

     

     

    
      	
              3.        
      In case the Borrower fails to use the loan according to the usage
      regulated in the Contract, it shall be deemed as the Borrower’s default to
      the Contract as misuse, the  rate of penalty in
      

                         
      B below will be adopted:

            
	
                         
      A.     If
      the fixed rate is adopted as the interest rate of the loan, the penalty
      and compound interest of the misuse period will be charged according to a
      fixed rate also, which is ___% higher than the interest rate
      

                                 
       of the loan;

            
	
                          B.    
      If
      the floating rate is adopted as the interest rate of the loan, the penalty
      and compound interest of the misuse period will be charged according to a
      flowing rate also, which is 100% higher than the interest
      

                                 
       rate of  the
      loan, and the floating period during the delayed period is still the
      same.

            


    

    
    

    
    

     

    
      	
              4.

            	
                 The
      calculation method and payment manner of compound interest will be in
      accordance with the calculation method and payment manner of interest rate
      regulated under the Contract.

            


    

    


    Article
6 Repayment of Principal and Interest of the Loan

    


    
      	
              1.

            	
              The
      Borrower shall repay the principal and interest to the Lender according to
      the date(s) regulated in the
Contract.

            


    

    


    
      	
              2.

            	
              If
      repayment of principal or interest ahead of schedule, the Borrower shall
      inform the Lender in advance and obtain the consent of the Lender. When
      the Borrower repays the principal or interest ahead of schedule, the
      Borrower has the right to charge interest according to term of the loan
      regulated under the Contract;

            


    

    


    
      	
              3.

            	
              Hereby
      the Borrower irrevocably authorizes the Lender to deduct principal and
      interest directly from any of the Borrower’s bank accounts without the
      need to follow legal procedure, in case of occurrence of any of the
      situations described in Article 9 or Article 10 included in the
      Contract.

            


    

    


    Article
7 Guarantee

    


    The
contracts listed below are together a guarantee contract of this
Contract:

    
      	
              1.

            	
              Serial
      No.: Xing Yin Gan Gong Ye—Gao Bao Zi No. 20080002, Biggest Amount Guarantee
      Contract, the type of guarantee is of guarantee of related
      responsibility, and the guarantor is Guixi Fangyuan Waste Recycle Co.
      Ltd;

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              2.

            	
              Serial
      No.: Xing Yin Gan Gong Ye—Gao Di Zi No. 20080002, Biggest Amount Mortgage
      Contract, the type of guarantee is of mortgage and the guarantor is
      Guizhou Yixin Copper Co. Ltd.;

            


    

    
      	
              3.

            	
              Serial
      No.: Xing Yin Gan Gong Ye—Gao Di Zi No. 20080003, Biggest Amount Mortgage
      Contract, the type of guarantee is of mortgage and the guarantor is
      Guizhou Yixin Copper Co. Ltd.;

            


    

    
      	
              4.

            	
              Serial
      No.: Xing Yin Gan Gong Ye—Ge Dan Zi No. 20080003, Personal Guarantee
      Declaration, the type of guarantee is of guarantee of related
      responsibility, and the guarantor is Hu
Linquan;

            


    

    
      	
              5.

            	
              Serial
      No.: Xing Yin Gan Gong Ye—Ge Dan Zi No. 20080004, Personal Guarantee
      Declaration, the type of guarantee is of guarantee of related
      responsibility, and the guarantor is Dong
Fucan;

            


    

    


    Article
8 Declaration and Promise

    


    
    

    
      1.        Hereby,
the Borrower declares to the Lender that:

    

    
      	
               
      

            	
              1)

            	
              The
      Borrower is of an entity of juridical person or other economic
      organization registered subject to laws and exists and will exist legally
      with the right to sign and implement this
  Contract.

            


    

    
      	
               
      

            	
              2)

            	
              The
      Borrower has obtained authorization by its Directorate or corresponding
      top power division for the loan under the Contract and complied with laws,
      regulations, policies, and its Constitution applicable to the Borrower. In
      case the Borrower signs this Contract by breaching the Constitution or
      other regulations of the company, the Borrower will take the full
      obligation which is irrelative to the
Lender.

            


    

    
      	
               
      

            	
              3)

            	
              Except
      for those described in the materials provided to the Lender, the Borrower
      neither has any mortgage, impawn, lien, or other debt related to its
      assets or benefits, nor involves in on-going lawsuit, arbitration, or
      bankruptcy procedure.

            


    

    
      	
               
      

            	
              4)

            	
              The
      Borrower does not hide from the Lender any of the following matters that
      have occurred or will occur and would incur Lender’s refuse to issue the
      loan:

            


    

    
      	
               
      

            	
              1

            	
              Significant
      default to regulation, default to law, or claim of compensation charged by
      a third party related to the Borrower or its major
  leaders;

            


    

    
      	
               
      

            	
              2

            	
              On-going
      lawsuit or arbitration;

            


    

    
      	
               
      

            	
              3

            	
              Borrower’s
      debt, or guarantee, mortgage, impawn, or guarantee of Borrower’s debt or
      any of those provided to a third
party;

            


    

    
      	
               
      

            	
              4

            	
              Borrower’s
      default to a Contract signed with a
creditor;

            


    

    
      	
               
      

            	
              5

            	
              Other
      conditions that would affect the Borrower’s financial condition or ability
      to discharge debts.

            


    

    


    
      	
              2.

            	
              Hereby,
      the Borrower promises to the Lender
that:

            


    

    
      	
               
      

            	
              1)

            	
              The
      Borrower will provide true documents, sheets, and vouchers and other
      materials according to the requirement of the
  Lender;

            


    

    
      	
               
      

            	
              2)

            	
              The
      Borrower will open bank account for settlement at the Lender’s office and
      receive the loan and pay the payable through such bank
      account;

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              3)

            	
              The
      Borrower will use the loan according to the usage regulated in the
      Contract and will not use it for other purposes, including equity
      investment, or buying or selling of securities, futures, or realties or so
      on, or lending to other companies or illegal activities banned by the
      government; or other types of misuse of the
  loan.

            


    

    
      	
               
      

            	
              4)

            	
              The
      Borrower will accept and assist the Lender’ supervision and inspection to
      the Borrower’s use of the loan and conditions of operations, financial
      activities, inventory, assets and liabilities, bank deposit, and cash
      reserves and so on.

            


    

    
      	
               
      

            	
              5)

            	
              The
      Borrower will provide sufficient and effective guarantee acceptable to the
      Lender;

            


    

    
      	
               
      

            	
              6)

            	
              The
      Borrower will not decrease the registered capital through any
      manner;

            


    

    
      	
               
      

            	
              7)

            	
              The
      Borrower will not transfer the debt under the Contract to a third party
      partially or wholly without prior written consent of the
      Lender;

            


    

    
      	
               
      

            	
              8)

            	
              The
      Borrower will communicate with the Lender for approval prior to its
      significant change of equity structure or adjustment of business types,
      including but not limited to signing of contract with foreign companies,
      or those from Hong Kong SAR, Macau SAR, or Taiwan province for joint
      venture or partnership; dismiss or close of the company, stop of
      production, or change of product types; split, merger, acquisition, or
      being acquired; restructure or construction of or reconstruction to a
      stock limited company; investment of fixed assets like houses or machines
      or intangible assets like trademarks, patents, proprietary technologies,
      or land use right to a third party stock limited company or investment
      company; or transaction of equity or business right through leasing,
      contracting, joint-operations, or committed
  custody.

            


    

    


    Article
9 Recall of Loan Ahead of Schedule

    


    In case
of occurrence of any of the situations during the term of the loan, the Lender
has the right to recall the loan ahead of schedule. In the event of recall of
loan ahead of schedule, the Lender has the right to deduct corresponding amount
directly from any of the Borrower’s bank accounts:

    
      	
              1)

            	
              The
      Borrower fails to pay the interest due on
  schedule;

            


    

    
      	
              2)

            	
              The
      Borrower suffers economic loss or fast decrease of economic
      benefit;

            


    

    
      	
              3)

            	
              The
      Borrower involves or will involve in lawsuit, arbitration, or other legal
      dispute;

            


    

    
      	
              4)

            	
              The
      Borrower provides fraud materials;

            


    

    
      	
              5)

            	
              The
      Borrower misuses the loan for other purposes (which means the Borrower
      fails to use the loan according to the usage regulated under the
      Contract);

            


    

    
      	
              6)

            	
              The
      Borrower refuses the Lender to supervise or inspect its business or
      financial conditions or refuses to provide related
    materials;

            


    

    
      	
              7)

            	
              The
      Borrower experiences significant change of human
  resource;

            


    

    
      	
              8)

            	
              The
      Borrower’s other conditions that would affect the safety of the loan
      received.

            


    

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Article
10 Obligation of Default

    


    
      	
              1.

            	
              In
      case of occurrence of any of the following situations, it shall be deemed
      as the

            


    


    
      	
               
      

            	
              Borrower’s
      default to the Contract:

            


    

    
      	
               
      

            	
              1)

            	
              The
      Borrower fails to pay principal or interest due according to the
      provisions of the Contract;

            


    

    
      	
               
      

            	
              2)

            	
              The
      Borrower fails to follow the declarations or promises made under Article 8
      of the Contract;

            


    

    
      	
               
      

            	
              3)

            	
              The
      Borrower breaches other terms included in the
  Contract.

            


    

    


    
      	
              2.

            	
              In
      case of the Borrower’s default, the Lender has the right to take one or
      many of the measures as follows to:

            


    

    
      	
               
      

            	
              1)

            	
              require
      the Borrower to make up the default within regulated
    period;

            


    

    
      	
               
      

            	
              2)

            	
              stop
      to provide loan to the Borrower;

            


    

    
      	
               
      

            	
              3)

            	
              dismiss
      this Contract and require the Borrower to discharge the principal due or
      undue and interest not paid;

            


    

    
      	
               
      

            	
              4)

            	
              require
      the Borrower to pay penalty in case of payment
  delay;

            


    

    
      	
               
      

            	
              5)

            	
              require
      the Borrower to pay penalty in case of misuse of the
  loan;

            


    

    
      	
               
      

            	
              6)

            	
              require
      the Borrower to pay compound interest for the interest not
      paid;

            


    

    
      	
               
      

            	
              7)

            	
              deduct
      the principal and interest owed from any of the Borrower’s bank accounts;
      and the Lender has the right to determine the amount of principal and
      interest in the currency the same as currency of the loan according to the
      exchange rate of the day if the Borrower’s deposit is not in the such
      currency;

            


    

    
      	
               
      

            	
              8)

            	
              claim
      for payment of principal and interest by legal means; and the Borrower
      shall bear all the expenses related to legal
  procedures.

            


    

    


    
      	
              3.

            	
              The
      Lender shall compensate the Borrower for its loss in case the Lender fails
      to provide the loan according to the date(s) and amount(s) regulated in
      the Contract.

            


    

    


    
      	
              4.

            	
              In
      case of occurrence of any of the situations of the guarantors (namely
      warrantor, mortgager, impawning person), the Lender has the right to take
      the measures regulated above:

            


    

    
      	
               
      

            	
              1)

            	
              The
      warrantor breaches the Guarantee Contract, or the warrantor’s credit is
      deteriorated, or the warrantor’s ability of guarantee is
      weakened;

            


    

    
      	
               
      

            	
              2)

            	
              The
      mortgager breaches the Mortgage Contract or damages the mortgaged subject
      purposely, or the value of the mortgaged subject would decrease or has
      decreased considerably, or the mortgager’s activity damages the right of
      the Lender towards the mortgage;

            


    

    
      	
               
      

            	
              3)

            	
              The
      impawning person the Impawning Contract, or the value of impawned subject
      would decrease or has decreased considerably, or the right of impawning
      must be met before discharge of the loan, or the impawning person’s
      activity damages the right of the Lender towards the
    mortgage.

            


    

    


    Article
11 Waive of Right and Fulfillment of Duties

    


    
      	
              1.

            	
              Except
      for special regulations in the Contract, duties of the Borrower under the
      Contract are independent and are not affected by the relationship of
      either of the Lender
      or Borrower with a third
party.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              2.

            	
              The
      Lenders’ allowance, period extension, or discount to the Borrower or the
      stay of the Lender to execute any of its rights shall not affect, damage,
      or limit the Borrower to enjoy all interests according to laws,
      regulations and this Contract, and shall not be deemed as the Lender’s
      waive to any of its rights and interests under the Contract, and shall not
      affect any of the Borrower’s duties under the
  Contract.

            


    

    


    Article
12 Jurisdiction

    


    The laws
of the People’s Republic of China will be adopted to regulate the signing, legal
effect, interpretation, implementation, and solving of disputes of the Contract.
During the implementation, the two parties may negotiate to solve or initiate
lawsuit to the Lender’s local People’s Court for any of the disputes due to
implementation of the Contract or related to the Contract.

    


    Article
13 Notice

    


    
      	
              1.

            	
              All
      of the notices and written communications under the Contract shall be sent
      to the other party according to the addresses, or numbers of telefax, or
      others written down in the cover page of the
  Contract.

            


    

    


    
      	
              2.

            	
              In
      the event of change of contact information, the party shall inform the
      other party immediately.

            


    

    


    
      	
              3.

            	
              The
      notice or written communication shall be deemed as arrival on the days
      below if sent according to the contact information above (the new address
      will be adopted if changed):

            


    

    
      	
               
      

            	
              1)

            	
              If
      letter, the registered letter is deemed as arrival on the fifth ‘working
      day’ after sending;

            


    

    
      	
               
      

            	
              2)

            	
              If
      telefax, it is deemed as arrival when receiving the confirmation of the
      other party;

            


    

    
      	
               
      

            	
              3)

            	
              If
      sending by person, it is deemed as arrival on the day the receiver
      signs.

            


    

    


    
      	
              4.

            	
              Both
      the Lender and the Borrower agree that each other’s official stamp,
      office-use stamp, financial stamp, contract-use stamp, and
      sending-and-receiving stamp and the Lender’s loan-use stamp shall be the
      only effective stamps for notices, letters, and other written
      communications. The Lender’s department heads and above and all other
      staffs all have the right to sign and receive notices and written
      communications.

            


    

    


    Article
14 Effective Period

    


    The
Contract will go to effect when any of the following situations
happens:


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              1)

            	
              The
      two parties both sign or stamp the
Contract;

            


    

    
      	
              2)

            	
              The
      guarantee contract, mortgage contract, or impawning contract, if so,
      becomes effective;

            


    

    
      	
              3)

            	
              The
      procedure of notarization of the Contract is finished legally, if the
      Lender requires to make the Contract
notarized;

            


    

    


    The
Contract will become ineffective automatically after the principal and interest
under the Contract have been discharged.

    


    Article
15 Text

    


    There
are two originals of the
Contract, the Lender, the Borrower and the notarization office, and the number
of duplicates will depend on the real need.

    


    Article
16 Additional Terms

    


    


    
      	
              Lender
      (official
      stamp):                    Juridical
      Person or Representative(signature or stamp):

               

               

               

               

               

               

               

               

               

               

               

              Date:

            
	
              Borrower
      (official
      stamp):                  Juridical
      Person or Representative(signature or stamp):

               

               

               

               

               

               

               

               

               

              Date:

            


    

    
      	
              000160/09953
      BFLODOCS 2383771v1